A Luxembourg partnership limited by shares (Société en Commandite par Actions - SCA or SECA) is a structure increasingly used in international tax planning operations on account of its unique hybrid character. An SCA has the dual character of being a partnership and a capital company.

SCA partners

There are two categories of partners in a SCA:
1) One or more partners who are jointly and severally liable for all SCA liabilities;
2) At least two partners whose liability is limited to their financial contribution.

Naming an SCA

The name of an SCA consists solely of the names of the partners.

The capital of an SCA

The minimum capital requirement for a Luxembourg SCA is €31,000, whereby a quarter must be paid in on incorporation insofar as the contributions are in cash. In the case of the capital being fully paid in, shares may be issued, in the form of either registered shares or bearer shares, as wished by the shareholder.

SCA corporate governance

The management of an SCA is in the hands of one or more managers, who must also be partners.

SCA auditing

Supervision of the company is in the hands of a board made up of at least three auditors.

SCA taxation

As the Luxembourg SCA structure is based on corporate tax legislation, SCAs are subject ipso jure to corporate taxation.